Form 10Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For Quarter Ended:           May 31, 1997
                             ------------

Commission File Number:      0-11050
                             ------------

                              Mammatech Corporation
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Florida                                      59-2181303
-------------------------------                    ---------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)


930 N.W. 8th Avenue, Gainesville, Florida                 32601
-----------------------------------------               ---------
(Address of principal executive offices)                (Zip Code)


                                 (352) 375-0607
               ---------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past ninety days. Yes    X    No
                                           -------    -------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

                                             Number of shares outstanding on

                                                       May 31, 1997
                                             --------------------------------
                                             100,352,500 shares of which
                                             7,408,500 are treasury shares
TITLE OF EACH CLASS
Common stock $.0001 par value

The total number of pages of this report is 11





<PAGE>






                              Mammatech Corporation

                                      INDEX
--------------------------------------------------------------------------------

PART I.

         FINANCIAL INFORMATION                                       PAGE NO.


         Item 1.  Financial Statements

         Statements of Operations for Three Months
         Ended May 31, 1997 and May 31, 1996...........................3

         Balance Sheets for May 31, 1997
         August 31, 1996..............................................4-5

         Statement of Cash Flow for the Quarter
         Ended May 31, 1997............................................6

         Statements of Cash Flow for the Quarter
         Ended May 31, 1996............................................7

         Notes to Financial Statements for the Quarter
         Ended May 31, 1997............................................8


         Item 2.  Management's Discussion and Analysis of
         Financial Conditions and Results of Operations................9


PART II.     OTHER INFORMATION


         Item 6.  Exhibits and Reports on Form 8-K....................10

         SIGNATURES.................................................. 11





                                       -2-




<PAGE>
<TABLE>
<CAPTION>
                                        Mammatech Corporation
                                      Statements of Operations
                                            (Unaudited)

                                 Nine Months Ended                 Three Months Ended
                                May             May                May               May
                               1997            1996               1997              1996
                           ------------    -----------         ----------      -----------
<S>                        <C>                 <C>             <C>                 <C>    
Sales, net                 $    253,743        252,186         $   78,231          102,503

Cost of sales                    79,326         81,905             28,530           36,497
                           ------------    -----------         ----------      -----------

Gross Profit                    174,417        170,281             49,701           66,006
Selling,general
and adminstra-
tive expense               $    132,063        192,328             39,350           53,225
                           ------------   ------------         ----------      -----------

Operating Income                 42,354        (22,047)            10,351           12,781
                           ------------   ------------         ----------      -----------
    (Loss)

Other income
(expense)                                       97,846                             30,147
 Interest &
 Dividend Income                  7,307          3,829               2,743          1,221




Utilization of oper 
loss carryforward                 9,932         16,824               2,618          8,942
                           ------------   ------------         -----------   ------------



Net income before
   taxes                         59,593         96,453              15,712         53,091
Provision for income
   tax                            9,932         16,824               2,618          8,942
Operating loss
   carry forward                  9,932         16,824               2,618          8,942


NET INCOME (LOSS)                49,661         79,629              13,094         44,149
                           ------------   ------------         -----------   ------------

Net income (loss)
per share                         .0005          .0008               .0001          .0001
                           ============   ============         ===========   ============

Weighted
average shares              100,352,500    100,352,500         100,352,500    100,352,500
                           ============   ============         ===========   ============

     The accompanying notes are an integral part of the financial statements.


                                     -3-


</TABLE>

<PAGE>
                              Mammatech Corporation

                                 Balance Sheets

                                          May 31, 1997      Aug. 31, 1996
                                          (Unaudited)         (Audited)
                                          -----------         ---------
ASSETS
------


  Cash and Cash Equivalents                  $175,019          179,651


  Accounts receivable:
    Trade                                      43,794           34,287
    Other                                       3,235            3,246


  Inventory                                   155,638           94,903
 Other current assets                            --               --

  Total Current Assets                        378,686          312,087

Property and equipment                         45,191           52,277

Other assets:


  Patents, trademarks, and
    other intangibles, net of
    accumulated amortization
    of $53,080 and $46,942
    respectively                                1,762            1,561
                                             --------         --------

             Total other assets                 1,762            1,561
                                             --------         --------

TOTAL ASSETS                                 $424,639         $365,925





    The accompanying notes are an integral part of the financial statements.






                                       -4-





<PAGE>
                              Mammatech Corporation
                                 Balance Sheets

                              As of August 31, 1996
                                and May 31, 1997
                                   (continued)

                                                     May 1997         Aug 1996
                                                   -----------      -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Accounts payable-trade                             $    38,390      $    21,594
Accrued payable-officer                                  8,630            8,630
Short term debt                                          1,718            3,325
Accrued expenses                                        49,487           55,624
                                                   -----------      -----------

TOTAL CURRENT LIABILITIES                               98,225           89,173


COMMITMENTS
 Long term dept                                          9,223            9,223

Stockholders' equity:

  Common stock, par value $.0001;
  200,000,000 shares authorized;
  80,352,500 shares issued
  and outstanding                                  $    10,035      $    10,035

  Additional paid-in capital                         2,809,594        2,809,594
  Accumulated deficit                               (2,354,388)      (2,404,049)
                                                   -----------      -----------
                                                       465,241          415,580

  Treasury stock at cost,
  7,408,500 shares
                                                      (148,051)        (148,051)
                                                   -----------      -----------
                                                       317,190          267,529
                                                   -----------      -----------



TOTAL LIABILITIES AND                              $   424,638      $   365,925
STOCKHOLDERS' EQUITY


        The accompanying notes are an integral part of these statements.




                                       -5-





<PAGE>

                              Mammatech Corporation
                             Statement of Cash Flow
                           For the Nine Months Ending
                                  May 31, 1997






Net cash flow from operating activities                            11,688
                                                                =========

Investing Activities:
         Sale of certificate of deposit                               -0-
         Purchase of furniture and fixtures                        (7,086)


Financing activities:



Net increase (decrease) in cash                                    (4,602)


Beginning cash                                                    179,651
                                                                ---------

Ending cash                                                     $ 175,049
                                                                =========









                                  -6-
<PAGE>


                             Mammatech Corporation
                             Statement of Cash Flow
                           For the Nine Months Ending
                                  May 31, 1996


Net cash flow from operating activities                          15,924
                                                              =========

Investing Activities:
    Sale of certificate of deposit                                  -0-
    Purchase of furniture and fixtures                          (25,895)

Financing activities:


Net increase (dcrease) in cash                                    9,971

Beginning cash                                                  136,702
                                                              ---------

Ending cash                                                   $ 146,673
                                                              =========




                                       -7-


<PAGE>

                              Mammatech Corporation
                          Notes to Financial Statements
                                  May 31, 1997



Note 1.   In the opinion of the Company,  the accompanying  unaudited  financial
          statements   contain  all  adjustments   (consisting  of  only  normal
          recurring accruals) necessary to present fairly the financial position
          as of May 31,  1997,  and the  results of  operations  and  changes in
          financial position for the three months ended May 31, 1997.

Note 2.   Loss per  share is based on the  weighted  average  number  of  shares
          outstanding during each period.

Note 3.   Gives effect to the Company's  repurchasing  7,558,500 shares of stock
          from shareholders for treasury stock.













                                       -8-





<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITIONS AND RESULTS OF OPERATION FOR MAMMATECH CORPORATION


The third quarter of Fiscal 1997 was somewhat disappointing in comparison to the
previous  quarter and the third  quarter  from a one year ago.  Sales were up 1%
over the previous  quarter but were 24% less than sales during the third quarter
of 1996.  Operating  income of  $10,351  reflects  an  decrease  of 19% from the
previous  year and a 34% decline  compared with the previous  quarter.  The nine
month  figures  show as 0.6%  increase  in  sales  for the  current  year  and a
substantial  increase in operating income.  Comparisons with nine-month  figures
from a year ago are  misleading to the extent that the Company had an SBIR grant
during  1996 that added to both its  operating  expense  and net income for that
period.  Thus, for example,  the nine-month figure for net income for a year ago
is 60.3% greater than the corresponding figure for this year. The net income for
the current  quarter was 70% less than it was during the second  quarter.  It is
worth  noting  that the  second  quarter  was the second  best in the  Company's
history and that sales during the current  quarter  were  impacted to an unknown
extent by the  extensive  flooding  in the  midwest  during  the time when major
promotions for Breast Cancer Awareness Month normally occur.

During the quarter,the Company completed  negotiations and signed a distribution
agreement  with  a  German  concern.   The  agreement   provides  for  exclusive
representation  in Germany  and the  German-  speaking  portions  of Austria and
Switzerland.  The  distributor  has  undertaken  translation  of  certain of the
Company's  videotapes and printed  materials and will begin marketing in earnest
in the early fall.  There can be no assurance  that  substantial  revenues  will
result from this  association.  The Company  notes with  pleasure,  however,  an
interview  conducted  with  the  President  by  a  representative  of  a  Munich
Television station. They are planning an hour long prime time program which will
incorporate portions of the Company's videotapes.

The Company also made a  substantial  sale of breast  models and other  training
materials to a firm under  contract to train U.S.  military  personnel and their
dependents  stationed  in Germany and Italy.  It is  impossible  to estimate the
magnitude of follow-up orders, if any, from this activity.

Finally,   the  Company  was  pleased  to  have  a  favorable  story  concerning
MammaCare(R)  appear in the May 13th issue of Family Circle.  A steady stream of
inquiries and orders has resulted but the revenue  resulting  from this exposure
will not be substantial.

The  Company  remains  essentially  debt-free  and  has no  immediate  liquidity
problems.  It  continues to pursue a corporate  affiliation  designed to help it
realize the full commercial potential of its products.



                                       -9-



<PAGE>


                           PART II - OTHER INFORMATION
                           ===========================



Item 6.    Exhibits and Reports on Form 8-K

   (a.)    Exhibits - None

   (b.)    There were no reports filed on Form 8-K during the three months
             ending May 31, 1997.














                                      -10-











<PAGE>

                                      10-Q

                     For the three months ended May 31, 1997

                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

MAMMATECH CORPORATION
======================

DATE: 6/30/97                         BY: /S/  HENRY S. PENNYPACKER
                                          -------------------------------------
                                          Henry S. Pennypacker, President
                                          and Director

BY: /S/  MARY SELLERS
    --------------------------------
    Mary Sellers, Treasurer and
    Chief Financial Officer










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